Official notification of the annual general meeting.

Brighter AB (publ) will hold its Annual General Meeting (AGM) on Wednesday 16th of May 2018, at 11:00, at the offices of Brighter AB, Norgegatan 2 in Kista, Sweden.

RIGHT TO PARTICIPATE AND REGISTRATION

Those who wish to participate in the Meeting must:

●   Be registered as a shareholder in the shareholder register maintained by Euroclear Sweden AB by Wednesday 9th of May 2018 and,  
●   Inform the company of their intent to participate in the Meeting by Thursday 10th of May 2018 at the latest. 

Registration of participation must be made in writing to – preferably – ir@brighter.se, or by mail to Brighter AB (publ), Norgegatan 2, SE-164 32, Kista, Sweden. When registering, please state your name, personal identity number/corporate registration number, address and phone number.

Shareholders who are unable to personally attend the Meeting may exercise their rights at the Meeting through representatives who possess a written, signed and dated power of attorney letter in original form. A power-of-attorney form will be provided upon request and will be available on the company’s website, www.brighter.se, as of no later than three weeks prior to the Meeting, until the day before the Meeting. If the power of attorney was issued by a legal person, a copy of the proof of registration or equivalent form of authorisation for the legal person must be enclosed. To facilitate entry to the Meeting, power of attorney forms in original, proof of registration and other forms of authorisation should be submitted to the company at the aforementioned address by Thursday 10th of May 2018 at the latest.

To be entitled to participate in the Meeting, shareholders whose shares are held by a trustee must, through their trustee, register the shares in their own name in the shareholder register maintained by Euroclear Sweden AB by Wednesday 9th of May 2018. This registration can be temporary.

PROPOSED AGENDA

1.     Opening of the Meeting.
2.     Election of the Chairman of the Meeting.
3.     Election of keeper of the Minutes.
4.     Election of two officers to verify the minutes.
5.     Preparation and approval of the list of shareholders entitled to vote at the Meeting.
6.     Approval of the agenda.
7.     Determination of whether the Meeting has been duly convened.
8.     Presentation of the annual report and the auditors’ report for 2017.
9.     Resolutions concerning:

a)     the adoption of the income statement and balance sheet for 2017.

b)     dispositions concerning the company’s profit or loss as shown in the balance sheet adopted by the Meeting.

c)     discharge of the Board members and the CEO from personal liability for their administration during 2017.

10.  Determination of the fees to be paid to Board members.
11.  Election of the Chairman of the Board, deputy Chairman and other members of the Board, and any deputy members.
12.  Resolution concerning the number of auditors and deputy auditors.
13.  Determination of the fees to be paid to the auditor.
14.  Election of the auditor and any deputy auditors.
15.  Resolution to amend the Articles of Association in regard to share capital and number of shares.
16.  Resolution concerning the issuance of warrants, as well as the approval of the transfer of warrants to the company’s Board members.
17.  Resolution concerning the issuance of warrants, as well as the approval of the transfer of warrants to employees and key members of the company.
18.  Resolution concerning the authorization of an issuance.
19.  Conclusion of the Meeting.

PROPOSALS

Resolution on dispositions concerning the company’s profit or loss as shown in the balance sheet adopted by the Meeting (item 9 b)

The Board proposes that the funds available to the general meeting (SEK)

Retained Earnings                       -109 288 192

Share premium reserve                 171 071 044

Loss for the year                            -22 841 305

                                                          38 941 547

Disposed so that in new account,     38 941 547 be carried forward.

Determination of the fees to be paid to Board members, election of the Chairman and other members of the Board and any deputy members, resolution concerning the number of auditors and deputy auditor's, determination of the fees to be paid to the auditor, and the election of the auditor and any deputy auditors (items 10-14)

The company’s principal shareholder has notified the company’s Board of said shareholder’s intent to propose that the AGM resolve on certain resolutions as follows:

Item 10: That each of the Board members be paid a fee of 100 000 sek and that the Chairman of the Board be paid a fee of 200 000 sek.

Item 11: That Lars Flening, Afsaneh Ghatan Bauer, Sara Murby Forste and Jan Stålemark to be re-elected to the Board. Barbro Fridén and Catharina Ihre are proposed as new Directors of the Board and Barbro Fridén to be elected as the new Chairman of the Board.

Item 12: That there be one auditor with no deputy auditors.

Item 13: That the auditor be paid upon the approval of invoices.

Item 14: That the auditing firm Öhrlings PricewaterhouseCoopers AB be re-elected auditor. If this resolution passes, Öhrlings PricewaterhouseCoopers AB intends to re-appoint Bo Magnus Lagerberg as the Chief Auditor.

Resolution to amend the Articles of Association (item 15)

All 1) The share capital is raised from 3,296,905.35 to 13,187,621.40. The number of shares in the company is proposed to be increased from 65,938,107 to 263,752,428.

Alt. 2) Increase share capital from 3,315,462.65 to 13,261,850.60 Number of shares in the company is proposed to be increased from 66,309,253 to 265,237,012.

Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to the Company’s Board members Series I 2018/2020 (item 16)

The shareholder Mr. Sirous Kia proposes that the Annual General Meeting resolve on the issuance of warrants and the approval of the transfer of warrants primarily as follows.

1.     That the Company issue a maximum of 300,000 warrants, where each warrant is to carry an entitlement for the new issuance of one share in the Company, and whereby the Company’s share capital can be increased by no more than SEK 15,000.
2.     That the right to subscribe for warrants be granted to the wholly owned subsidiary Brighter One AB (“the Subsidiary”), with deviations from the shareholders’ preferential rights.
3.     That warrants be subscribed for through a separate subscription list by May 16, 2018. The Board is entitled to resolve on an extension of the subscription period.
4.     That the warrants be issued free of charge.
5.     That the Board of the Company instruct the Subsidiary to transfer the warrants to the Board members elected at the 2018 AGM, as well as to any Board members who are elected in the period until the 2019 AGM (“the Board Members”). The right to acquire warrants is contingent on the Board members having signed a contract pertaining to, among other matters, preemptive rights with the Company or the Subsidiary at the time of the acquisition.

6.     The sum paid for the warrants that are transferred from the Subsidiary to the Boardmembers must be at a market rate, which is determined by applying the valuation model of Black & Scholes or other validated valuation model.

The warrants up to the number specified in the table above may be acquired by the Board members in Group 1 and Group 2 over (i) a period of one month after the Company's half-yearly financial statements for Q2 2018 have been published, and (ii) during a period beginning the day after the Company's interim report for Q3 2018 has been published an ending 31 December 2018. The warrants that are offered according to the table above may first be acquired by new Board members in a month after the Company's interim report for Q2 2018 has been published, and subsequently for periods of one month following the publication of each of the Company’s subsequent interim reports (i.e. the two annual interim reports, the half-year report and the year-end report), though no later than one month after the publication of the Company’s 2019 Q1 interim report.

The warrants that have been offered to the Board members in Group 1 and Group 2 according to the table above, but that have not been acquired by December 31, 2018 at the latest, may be acquired by new Board members over a period of one month after the publication of the Company’s 2018 Q4 interim report.

7.     The program may, upon full participation and full subsequent subscription of shares with the support of the warrants, based on the total number of registered shares and votes at the time of this proposal of 65 938 107, mean a dilution of no more than 1 per cent of the total number of shares and votes in the Company. The dilution effect of the program under this item 16, taking into account full subscription and utilization of all offered warrants pursuant to item 17, that all outstanding subscription options transferred from the Subsidiary today have been utilized and that 248,000 warrants in programs 2014/2017 Series I and 2015/2018 Series I are revoked and in addition, convertible debentures of a total of SEK 10,400,000 are calculated to be 10 percent. At the date of this notice, the Board of Directors has resolved to cancel 248,000 warrants in Program 2014/2017 Series I and 2015/2018 Series I which is expected to be registered with the Swedish Companies Registration Office at the time of the AGM. The reason for the cancellation is to reduce the dilution effect that may arise from all the warrants and convertibles issued in the Company.

8.     The newly subscribed shares first entail the right to a dividend on the record date immediately following the date on which the shares were registered in the shareholder register maintained by Euroclear Sweden AB.
9.     The complete terms and conditions for the warrants state, inter alia, that:

 a.     For each warrant, the holder bears the right to subscribe for one new share in exchange for a cash payment at a share price corresponding to 300% of the average volume weighted closing price of Brighter's share for the 20 trading days before the 2018 AGM.
b.     The share price and the number of shares that can be subscribed for with the backing of a warrant may be subject to adjustments according with the full terms of the warrants.
c.     Shares backed by warrants can be subscribed for over (i) a period beginning the day after the Company’s 2021 Q2/half-year interim report has been published and ending on September 30, 2021, and over (ii) a period of one month after the publication of the Company’s 2021 Q3 interim report until December 31, 2021.
 

10.  It is proposed that the Board or the Board of Directors elects to be authorized to take the minor adjustments to this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
11.  The Annual General Meeting of the Subsidiary shall also approve the subsequent transfer of warrants as described above.

Reasons for the deviation from the shareholders’ preferential rights include the following. Shareholder whom has put forward the proposal, deems that an incentive program for the Board is required for the Company to be able to attract, motivate and retain Board members who possess the desired expertise and experience. Furthermore, it is deemed to be beneficial for the Company and its shareholders if  the Board members have a financial interest in the Company that is comparable with that of its shareholders.

Since warrants that are transferred at market value are considered transferable securities and are not linked to the assignment in such a way so as to require the payment of social security fees, it is not believed that any social security expenses will be charged to the Company as a result of the incentive program. The costs will therefore only consist of limited costs for implementation and administration of the program. Accordingly, there is no reason to hedge the program. The dilution is expected to have a marginal effect on the Company’s key ratios.

The Company, or the party instructed by the Company, will under certain circumstances, for example, if their assignment ends, be entitled to repurchase warrants from the Board members.

A valid resolution pursuant to this item requires approval of shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

Resolution on the issuance of warrants, as well as the approval of the transfer of warrants to employees and key members of the Company – Series II 2018/2021 - (item 17)

The Board proposes that the meeting resolve on the issuance of warrants and the approval of the transfer of warrants primarily as follows.

1.     That the Company issue a maximum of 800,000 warrants, whereby each warrant is to carry an entitlement for the new issuance of one share in the Company, and whereby the Company’s share capital can be increased by no more than SEK 40,000.
2.     That the right to subscribe for warrants be granted to the Subsidiary, with deviations from the shareholders’ preferential rights.
3.     That warrants be subscribed for through a separate subscription list by May 16, 2018, at the latest. That the Board be entitled to resolve on an extension of the subscription period.
4.     That the warrants be issued free of charge.
5.     That the Board of the Company instruct the Subsidiary to transfer the warrants to employees and key members of the Company (“the Participants”) within the following framework. One condition for acquisition is that the Participants be employed by the Company at the time of acquisition and that they have not resigned from or been dismissed by the Company, as an employee or as a consultant, at the stated time. Employees are also defined as individuals who, no later than the date of acquisition, have signed a contract with the Company for impending employment. The right to acquire warrants is contingent on the Participants having signed a contract pertaining to, among other matters, preemptive rights with the Company or the Subsidiary at the time of the acquisition.

6.     The sum paid for the warrants that are transferred from the Subsidiary to the Participants must be at a market rate, which is determined by applying the valuation model of Black & Scholes or other validated valuation model.

The warrants up to the number specified in the table above may be acquired by the Participants in Group 1 and Group 2 over (i) a period of one month after the company’s 2018 Q2 interim report has been published, and over (ii) a period beginning the day after the company’s 2018 Q3 interim report has been published and ending on 31 December 2018. The warrants that are offered under section 5 a) above may first be acquired by the Participants in Group 3 over a one-month period after the company’s 2018 Q2 interim report has been published, and subsequently for periods of one month following the publication of each of the company’s subsequent interim reports (meaning the four annual interim reports), though no later than one month after the publication of the company’s 2019 Q1 interim report.

7.     The program may, upon full participation and full subsequent subscription of shares with the support of the warrants, based on the total number of registered shares and votes at the time of this proposal of 65 938 107, mean a dilution of no more than 2 per cent of the total number of shares and votes in the Company. The dilution effect of the program under this item 17, taking into account full subscription and utilization of all offered warrants pursuant to item 16, that all outstanding subscription options transferred from the Subsidiary today have been utilized and that 248,000 warrants in programs 2014/2017 Series I and 2015/2018 Series I are revoked and in addition, convertible debentures of a total of SEK 10,400,000 are calculated to be 10 percent. At the date of this notice, the Board of Directors has resolved to cancel 248,000 warrants in Program 2014/2017 Series I and 2015/2018 Series I which is expected to be registered with the Swedish Companies Registration Office at the time of the AGM. The reason for the cancellation is to reduce the dilution effect that may arise from all the warrants and convertibles issued in the Company.

8.     The newly subscribed shares first entail the right to a dividend on the record date immediately following the date on which the shares were registered in the shareholder register maintained by Euroclear Sweden AB.
9.     The complete terms and conditions for the warrants state, inter alia, that:

 a.     For each warrant, the holder bears the right to subscribe for one new share in exchange for a cash payment at a share price corresponding to 300% of the average volume weighted closing price of Brighter's share for the 20 trading days before the 2018 AGM.
b.     The share price and the number of shares that can be subscribed for with the backing of a warrant may be subject to adjustments according with the full terms of the warrants.
c.     Shares backed by warrants can be subscribed for over (i) a period beginning the day after the Company’s 2021 Q2/half-year interim report has been published and ending on September 30, 2021, and over (ii) a period of one month after the publication of the Company’s 2021 Q3 interim report until December 31, 2021.
 

10.  It is proposed that the Board or the Board of Directors elects to be authorized to take the minor adjustments to this decision that may be necessary in connection with registration with the Swedish Companies Registration Office and possibly with Euroclear Sweden AB.
11.  The Annual General Meeting of the Subsidiary shall also approve the subsequent transfer of warrants as described above.

The Board may cite the following reasons behind deviations from the shareholders’ preferential rights. The proposal has been prepared by the Remuneration Committee. The Board deems that personal, long-term shareholding among the Participants will lead to greater motivation and an increased sense of inclusion in the Company. The Board also deems that the program is a suitable complement to the Participants’ employment terms and conditions, so competitive terms and conditions are offered to them in order for the Company to be able to attract and retain key members for its operations.

Since warrants that are transferred at market value are considered transferable securities and are not linked to the employment or assignment in such a way so as to require the payment of social security fees, it is not believed that any social security expenses will be charged to the Company as a result of the incentive program. The costs will therefore only consist of limited costs for implementation and administration of the program. Accordingly, there is no reason to hedge the program. The dilution is expected to have a marginal effect on the Company’s key ratios.

The Company, or the party instructed by the Company, will under certain circumstances, for example, if their employment or assignment ends, be entitled to repurchase warrants from the Participants.

A valid resolution pursuant to this item requires approval of shareholders representing at least nine tenths of both the votes cast and the shares represented at the meeting.

Resolution concerning the authorization of an issuance (item 18)

The Board proposes that the AGM resolve on the matter primarily as follows:

The Board is to be authorized to, on one or more occasions prior to the next AGM, resolve on the new issuance of shares, the issuance of warrants, and/or the issuance of convertibles primarily as follows:

The issuance is to be able to be conducted with or without deviating from the shareholders’ preferential rights.

The authorization is to include the right to resolve on an issuance in exchange for cash payment, offset payment or payment in kind, and in other respects be compatible with the conditions stipulated in chapter 2, section 5, second paragraph 1-3 and 5 in the Swedish Companies Act.

The company shall comply with the available guidelines to ensure shareholders' interests in the best way when using the authorization of an issuance.

SPECIFIC MAJORITY REQUIREMENTS (item 19)

For resolutions on items 16 and 17 to be valid, the resolutions must be approved by shareholders representing at least nine-tenths of both the specified votes and the shares represented at the Meeting.

For the resolution on item 18 to be valid, the resolution must be approved by shareholders representing at least two-thirds of both the specified votes and the shares represented at the Meeting.

SHAREHOLDERS RIGHT TO ASK QUESTIONS

Shareholders are reminded of their right to request information at the AGM from the Board and the CEO under chapter 7, section 32 of the Swedish Companies Act.

DOCUMENTATION

The financial statements and auditor’s report are available at the company’s offices and on the company’s website, www.brighter.se. The complete resolutions concerning Items 16-18 will be available at the company’s offices and on the company’s website, www.brighter.se no later than two weeks before the Meeting. A copy of all documentation will immediately and without charge be sent to shareholders who so request and who provide their mailing address.

Stockholm, April 2018

Brighter AB (publ)

Board of Directors

For more information, please contact:

Truls Sjöstedt, CEO 
Telefon: +46 709 73 46 00      
E-post:  truls.sjostedt@brighter.se

Henrik Norström, COO   
Telefon: +46 733 40 30 45      
E-post: henrik.norstrom@brighter.se

About Brighter
Brighter is a Swedish-based company that, from a unique IP portfolio, creates smart solutions for one of healthcare’s biggest challenges: changing patient behavior. Chronic diseases such as diabetes are rapidly increasing, and account for an increasing share of healthcare costs globally. Brighter's Business Model and Multi-Sided Market Platform - The Benefit Loop™ - is based on the fact that many special interests create value for each other. By increasing access to valid health data, Brighter creates value for all stakeholders in the care chain: patients and their close associates, healthcare providers, research institutes, the pharmaceutical industry, and society as a whole. www.brighter.se

The Company's shares are listed on NASDAQOMX First North/BRIG. Brighter’s Certified Adviser on Nasdaq OMX First North is Remium Nordic Holding AB +46 (0)8 – 454 32 50, CorporateFinance@remium.com, www.remium.com.